SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LINDSAY RICHARD P
(Last) (First) (Middle)
2 HOLLAND WAY
(Street)
EXETER NH 03833
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENTLEY PHARMACEUTICALS INC [ BNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.02 par value 07/22/2008 D 2,250 D(1) $14.8165 0 D
Common Stock, $0.02 par value 07/22/2008 D 2,846 D(1) $14.8165 0 I Company-sponsored 401(k) Retirement Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $11.0467 07/22/2008 D 16,666 09/11/2007 09/11/2016 Common Stock, $0.02 par value 16,666 (2) 0 D
Option (Right to Buy) $10.9871 07/22/2008 D 16,666 05/23/2008 05/23/2017 Common Stock, $0.02 par value 16,666 (3) 0 D
Option (Right to Buy) $11.0467 07/22/2008 D 33,334 07/22/2008(4) 09/11/2016 Common Stock, $0.02 par value 33,334 (5) 0 D
Option (Right to Buy) $10.9871 07/22/2008 D 33,334 07/22/2008(4) 05/23/2017 Common Stock, $0.02 par value 33,334 (6) 0 D
Restricted Stock Units (7) 07/22/2008 D 6,750 07/22/2008(8) (8) Common Stock, $0.02 par value 6,750 (7) 0 D
Explanation of Responses:
1. Disposed of in connection with the merger of Beryllium Merger Corporation ("Acquisition Sub") with and into Bentley Pharmaceuticals, Inc. ("Bentley"), effective July 22, 2008 (the "Effective Time"), (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of March 31, 2008, by and among Bentley, Teva Pharmaceutical Industries, Ltd. and Acquisition Sub (the "Merger Agreement"). In connection with the Merger, each share of Common Stock listed in Table I was exchanged for the right to receive $14.8165, per share in cash.
2. This option was cancelled in the Merger in exchange for a cash payment of $62,827.49, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
3. This option was cancelled in the Merger in exchange for a cash payment of $63,820.78, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
4. Pursuant to the terms of the Merger Agreement, all options, whether or not exercisable or vested at the Effective Time, became, as of the Effective Time fully vested and exercisable.
5. This option was cancelled in the Merger in exchange for a cash payment of $125,662.51, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
6. This option was cancelled in the Merger in exchange for a cash payment of $127,649.22, representing the difference between the exercise price of the option and the merger consideration per share ($14.8165) multiplied by the total number of shares of Common Stock underlying the option.
7. In connection with the Merger, each Restricted Stock Unit was converted into the right to receive $14.8165 per share in cash.
8. Restricted Stock Units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Pursuant to the terms of the Merger Agreement, all restricted stock units, whether or not vested at the Effective Time, became, as of the Effective Time fully vested.
Remarks:
/s/ Richard P. Lindsay 07/24/2008
** Signature of Reporting Person Date
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